The Application and Website are owned and operated by GigFix Inc. PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE APPLICATION OR WEBSITE.

1.         Definitions

“Agreement” refers to these Terms of Service.

“Application” refers to GigFix application for use on mobile devices, including smartphones and tablet computers, provided by GigFix to allow You to use the Services.

“Content” shall refer to the contents of the Application, Services, and Website, including without limitation the text, graphics, images, audio, and video, as well as any product or service descriptions, pricing, and reviews. “Content” does not include User Submitted Content as defined below.

“Freelance Client” shall refer to the individual or entity seeking to purchase Services from Freelancers through the Application or Website.

“GigFix” refers to the company GigFix Inc.

“GigFix Services” shall refer to the services provided by GigFix through the Application and Website, consisting of the provision of a production management platform for video production, as well as a platform for connecting Freelance Clients and Freelancers. GigFix Services do not include Freelancer Services.

“Privacy Policy” refers to GigFix’s Privacy Policy available at www.gigfix.com/privacypolicy.

“Freelancer Services” shall refer to the services that Freelancers offer and provide to Freelance Clients through the Application or Website.

“Freelancer” shall refer to the individual or entity seeking to sell Freelance Services to Freelance Clients through the Application or Website.

“Services” refers to both GigFix Services and Freelancer Services collectively.

“User Submitted Content” shall refer to any content that You upload or submit to the Application or Website, including, but not limited to, text, graphics, images, audio, and video.

“Users” shall refer to anyone who uses GigFix Services, including Freelance Clients, Freelancers, and users of the Application and Website.

“Website” refers to the gigfix.com website.

“You” shall refer to you, the person who is entering this Agreement with GigFix. If You are entering this Agreement on behalf of yourself personally, then You refers to you as an individual. If You are entering this Agreement on behalf of a business that is a separate legal entity, then You refers to that business entity.

2.         Acceptance of the Terms of Service and Privacy Policy

By (i) clicking on the “I Agree” button or checking the “I Agree” box, (ii) signing up for an account to use the Application, Services, or Website, and/or (iii) using the Application, Services, or Website, You accept and agree to this Agreement and Privacy Policy, which is incorporated by reference into this Agreement. This Agreement constitutes a legal agreement between You and GigFix and spells out the terms and conditions to which You must adhere. If You do not agree to any of these terms and conditions, then do not use the Application, Services, or Website.

3.         IP Ownership and Rules of Use

The Application, Content, Services, and Website are owned by GigFix and constitute proprietary information and intellectual property that are protected by United States copyright and/or trademark law, as well as applicable foreign laws.

GigFix hereby grants You permission to use the Content, provided that (i) your use is solely for your personal, noncommercial use (other than purchasing or selling the Freelancer Services or using the Services as intended); (ii) You do not modify or sell the Content; and (iii) You do not reproduce, display, publicly perform, distribute, or otherwise use the Content for any public or commercial purpose, including the use of the Content on any other website. To the extent the Application or Website provides features allowing You to distribute the content by email, social media, or another method, You may distribute the Content using such features. If You violate any of these terms, your permission to use the Content automatically terminates.

As a condition for your use of the Application, Services, and Website, You agree (i) not to use the Application, Services, or Website for any illegal or unauthorized purpose and to comply with all applicable laws, rules, and regulations (whether federal, state, or local); (ii) not to engage in any behavior that is violent, threatening, pornographic, racist, defamatory, hateful, or otherwise objectionable as determined by GigFix in its sole discretion; and (iii) not to interfere or disrupt the Application, Services, or Website or servers or networks connected to them, including, but not limited to, transmitting any works, viruses, spyware, malware, or any other destructive code. You agree not to engage in price-switching or price-baiting practices when using the Services. GigFix has the right to interrupt, suspend, or terminate the Services if it suspects that You are engaging in unlawful, fraudulent, or abusive activity.

4.         Website Solely an Online Marketplace/Venue for Freelancer Services

With regard to the Freelancer Services, GigFix provides a platform to assist Freelance Clients and Freelancers to find, compare, purchase, and sell video production services. GigFix does not receive any fees from Freelance Clients or Freelancers in connection with the Freelancer Services. GigFix does not provide or otherwise sell the Freelancer Services featured on the Website and GigFix is not acting as an agent, broker, employee, or employer of any Freelance Client or Freelancer. Accordingly, the Application and Website acts only as an online marketplace, and GigFix is not and will not be a party to any agreement between any Freelance Client and Freelancer regarding the purchase of any Freelancer Services. GigFix has no control over, and makes no representations, regarding any qualities or characteristics of the Freelancer Services being sold and provided by Freelancers. GigFix does not warrant that any Freelancer Services, prices, taxes, or descriptions are accurate, complete, fair, or reliable. You, as a Freelance Client or Freelancer, are responsible for paying all applicable taxes, including, but not limited to, sales, payroll, and use taxes.

5.         Disputes Between Freelance Clients and Freelancers

To the extent a dispute arises between a Freelance Client and a Freelancer, Freelance Client agrees that his/her/its sole recourse for any and all claims relating to the Freelancer Services sold by Freelancer shall be Freelancer, not GigFix. Likewise, to the extent a dispute arises between a Freelance Client and a Freelancer, Freelancer agrees that his/her/its sole recourse for any and all claims relating to Freelancer Services purchased by Freelance Client, including payment disputes, shall be the Freelance Client, not GigFix.

6.         Relationship of Parties

No joint venture, partnership, employment, or agency exists between You and GigFix, and nothing in these Terms of Service shall be construed as creating any joint venture, partnership, or employment relationship.

7.         Legal Compliance by Freelancer

Freelancer represents and warrants that it is in compliance with all applicable laws in connection with the sale and provision of the Freelancer Services.

8.         Account Information

You will need an account to use some of the Services. You shall protect any passwords and account information and take full responsibility for your own, and any third party, use of your account. If You learn of any unauthorized use of your password or account, contact GigFix immediately.

9.         Payment and Fees for Freelancer Services

If You choose to purchase and use Freelancer Services, You agree to pay and be responsible for Freelancer’s charges and fees. Freelancer will provide You with information regarding charges and fees before You agree to purchase and use Freelancer Services. All information, including financial information, submitted in connection with the purchase and use of Freelancer Services is being provided directly to Freelancer. GigFix does not collect or store this information. GigFix refers You to any applicable Terms of Service or Privacy Policy maintained by Freelancer, if any.

10.       User Submitted Content

You warrant that You own all intellectual property rights in any User Submitted Content or that You have the appropriate license rights from the owner for any User Submitted Content. You retain all ownership rights to your User Submitted Content. By submitting content when using the Application, Website, or Services, You grant GigFix a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, adapt, publish, translate, create derivative works, and distribute your User Submitted Content.

11.       IP Ownership and Notices

GigFix disclaims any liability for any User Submitted Content or third party content submitted to, or posted on, the Website. If You believe that any materials on the Website infringe your copyright, trademark, or other intellectual property right, please send a written notification of your claim to GigFix at the following address:

GigFix
Attention: IP Disputes
59 John Street #4A
New York, New York 10038
ipnotice@gigfix.com

To provide effective notification, please provide the following information:

(i)              An electronic or physical signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly being infringed;

(ii)             A description of the copyrighted work, trademark, or other intellectual property right that is allegedly being infringed;

(iii)            The location of the allegedly infringing material on the Website;

(iv)           Your name, address, email address, and telephone number;

(v)            The following statement: “I have a good faith belief that the use of the material is not authorized by the intellectual property owner”; and

(vi)           A statement under penalty of perjury that the information in the notification is accurate and that You are the owner of the intellectual property right or that You are authorized to act on behalf of the intellectual property right owner.

12.       Links to Other Sites

The Application, Services, or Website may contain links to third party websites. These links are provided solely as a convenience to You and not as an endorsement by GigFix of the contents, products, services, or business practices of such third party websites. GigFix is not responsible for the content, products, services, or business practices of linked third party websites and does not make any representations regarding the content, products, services, or business practices of such third party websites. If You decide to access and/or use linked third party websites, You do so at your own risk. You are responsible for taking precautions as necessary to protect yourself and your computer system from viruses, worms, Trojan horses, and other harmful or destructive content.

13.       Disclaimer of Warranties

THE APPLICATION, SERVICES, AND WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GIGFIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND EXPERTISE.  GIGFIX DOES NOT WARRANT THAT THE APPLICATION, SERVICES, OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION, SERVICES, WEBSITE, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GIGFIX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING (I) THE USE OR THE RESULTS OF THE USE OF THE APPLICATION, SERVICES, OR WEBSITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, (II) ANY FREELANCER SERVICES LISTED ON THE APPLICATION OR WEBSITE AND PURCHASED BY YOU, OR (III) INFORMATION ON THE APPLICATION OR WEBSITE. YOU assume all risk for any damage to your PHONE, TABLET, or computer system or loss of data that results from USE OF THE APPLICATION, SERVICES, OR WEBSITE, including any damages resulting from computer viruses.  GIGFIX does not authorize anyone to make any warranties on its behalf, and you should not rely on any warranties made by third parties.

14.       Limitation of Liability

NEITHER GIGFIX NOR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE APPLICATION, SERVICES, OR WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH (I) ANY USE OF, OR INABILITY TO USE, THE APPLICATION, SERVICES, OR WEBSITE, (II) THE SALE, PURCHASE, OR USE OF THE FREELANCER SERVICES, OR (III) ANY BREACH OF THE PRIVACY POLICY OR THIS AGREEMENT.

THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE) AND EVEN IF GIGFIX HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

THE FOREGOING LIMITATION APPLIES TO ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO: (I) ERRORS, MISTAKES, OR INACCURACIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE; AND/OR (V) ANY DAMAGES RESULTING FROM FREELANCER SERVICES SOLD OR PURCHASED.

To the extent that any jurisdiction does not allow the exclusion or limitation of incidental or consequential damages, the above limitation shall apply to the extent permissible under applicable law.

GIGFIX’S AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCE IS LIMITED TO EITHER THE AMOUNT PAID BY YOU TO GIGFIX OR $10, WHICHEVER IS GREATER.

15.       Indemnification

You agree to defend, indemnify, and hold harmless GigFix, its licensors, licensees, distributors, agents, representatives and other authorized users, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, attorneys’ fees, and expenses arising out of or in connection with (i) your use of the Application, Services, or Website, (ii) your violation of these Terms of Service, (iii) the sale, purchase, or use of any Freelancer Services, (iv) your violation of any third party right, including, but not limited to, copyright, trademark, or privacy right, and (v) any submission by You that causes damage to a third party.

You shall cooperate as fully as reasonably required in the defense of any claim. GigFix reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall not enter into any settlement agreement that affects the rights of GigFix without GigFix’s prior written approval.

16.       Representation of Age and Ability to Accept Terms of Service

You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by, and comply with the terms and conditions in these Terms of Service.

In any event, You affirm that You are over the age of 13, as the Application, Services, and Website are not intended for children under 13. If You are under 13 years of age, then please do not use the Application, Services, or Website.

17.       Termination

GigFix may, in its sole discretion, terminate or suspend your access or refuse service at any time, without notice, to all or any part of the Application, Services, or Website for any or no reason, including, but not limited to, breach of these Terms of Service.

18.       Assignment

These Terms of Service may not be assigned by You without the prior written approval of GigFix. GigFix may assign these Terms of Service without your consent.

19.       Severability

If any provision of these Terms of Service is deemed invalid or unenforceable under any statute, regulation, ordinance, or by an arbitrator or court of competent jurisdiction, then such provision shall be deemed reformed or deleted but only to the extent necessary to comply with such statute, regulation, ordinance, arbitrator, or court, and the remaining provisions shall remain in full force and effect.

20.       No Waiver

The failure of GigFix to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless agreed to in writing by GigFix. In addition, GigFix’s waiver of any breach of this Agreement by You will not be a waiver of any other prior or subsequent breach.

21.       Integration

These Terms of Service constitute the complete and final expression of the entire and only understanding between You and GigFix relating to the subject matter of this Agreement and supersedes any prior written or oral representations.

22.       Governing Law and Venue

These Terms of Service shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between You and GigFix that arises in whole or in part from your use of the Application, Services, Website, Privacy Policy, or these Terms of Service shall be decided exclusively by an arbitrator located in New York County, New York in accordance with the arbitration paragraph below.

23.       Arbitration

You agree to resolve any disputes, controversies, or claims between You and GigFix arising from or relating to use of the Application, Services, Website, Privacy Policy, or these Terms of Service through binding and final arbitration instead of through court proceedings. You and GigFix hereby waive any right to a jury trial and agree that all claims shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined in New York County, New York before a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of governmental agencies.

24.       Class Action Waiver

You agree not to act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any claim arising from or relating to use of the Application, Services, Website, Privacy Policy, or these Terms of Service. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

25.       Prevailing Party

If GigFix is the prevailing party in any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, or any of the rights, responsibilities, or obligations of any of the Parties under this Agreement, then GigFix shall be entitled to its reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled.